MAXWELLIA_LTD - Accounts


Company Registration No. 08573637 (England and Wales)
MAXWELLIA LTD
ANNUAL REPORT AND UNAUDITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
TWP Accounting LLP
Chartered Accountants
The Old Rectory
Church Street
Weybridge
Surrey
KT13 8DE
MAXWELLIA LTD
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 9
MAXWELLIA LTD
Company Registration No. 08573637
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 1 -
2022
2021
Notes
£
£
£
£
Fixed assets
Intangible assets
3
4,670
6,537
Tangible assets
4
20,391
26,496
25,061
33,033
Current assets
Stocks
83,527
292,422
Debtors
5
718,247
1,479,808
Cash at bank and in hand
1,769,655
804,788
2,571,429
2,577,018
Creditors: amounts falling due within one year
6
(376,610)
(2,324,108)
Net current assets
2,194,819
252,910
Total assets less current liabilities
2,219,880
285,943
Creditors: amounts falling due after more than one year
7
(70,156)
(183,656)
Net assets
2,149,724
102,287
Capital and reserves
Called up share capital
10
7,202
4,914
Share premium account
8,833,102
4,649,597
Profit and loss reserves
(6,690,580)
(4,552,224)
Total equity
2,149,724
102,287

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

For the financial year ended 31 December 2022 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

MAXWELLIA LTD
Company Registration No. 08573637
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2022
31 December 2022
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 2 May 2023 and are signed on its behalf by:
A Maxwell
Director
MAXWELLIA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 3 -
1
Accounting policies
Company information

Maxwellia Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 30S1A-D Alderley Park, Alderley Edge, East Chesire, England, SK10 4TG.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

Whilst the current COVID-19 pandemic has created uncertainty over the future financial implications to the worldwide economy, the directors confirmed that they will continue to support the company and is confident that it has adequate resources to continue in operational existence for the foreseeable future and meet its financial obligations. Therefore they continue to adopt the going concern basis of accounting in preparing the annual financial statements

1.3
Turnover

Turnover represents amounts receivable for consultancy services and the sale of goods, exclusive of VAT and trade discounts. The bulk of turnover relates to the sale of goods .

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Turnover also includes amounts received from HMRC relating to research and development refunds.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

MAXWELLIA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 4 -
1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Licences
10 years
1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures, fittings & equipment
5 and 10 years straight line
Computer equipment
25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.7
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.8
Cash at bank and in hand

Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial instruments
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

MAXWELLIA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 5 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.10
Compound instruments

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

1.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.12
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.13
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

MAXWELLIA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 6 -
1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2022
2021
Number
Number
Total
8
7
3
Intangible fixed assets
Licences
£
Cost
At 1 January 2022 and 31 December 2022
18,673
Amortisation and impairment
At 1 January 2022
12,136
Amortisation charged for the year
1,867
At 31 December 2022
14,003
Carrying amount
At 31 December 2022
4,670
At 31 December 2021
6,537
MAXWELLIA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 7 -
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2022
32,001
Additions
16,576
Disposals
(16,436)
At 31 December 2022
32,141
Depreciation and impairment
At 1 January 2022
5,505
Depreciation charged in the year
6,245
At 31 December 2022
11,750
Carrying amount
At 31 December 2022
20,391
At 31 December 2021
26,496
5
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
43,255
19,579
Other debtors
674,992
1,460,229
718,247
1,479,808
6
Creditors: amounts falling due within one year
2022
2021
Notes
£
£
Convertible loans
8
-
0
1,525,603
Trade creditors
149,138
506,481
Taxation and social security
18,912
25,488
Other creditors
208,560
266,536
376,610
2,324,108
MAXWELLIA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 8 -
7
Creditors: amounts falling due after more than one year
2022
2021
£
£
Other creditors
70,156
183,656
8
Convertible loan notes
2022
2021
£
£
Liability component of convertible loan notes
-
1,525,603

The net proceeds received from the issue of the convertible loan notes have been split between the financial liability element and an equity component, representing the fair value of the embedded option to convert the financial liability into equity.

The liability component is measured at amortised cost, and the difference between the carrying amount of the liability at the date of issue and the amount reported in the Balance Sheet represents the effective interest rate less interest paid to that date.

The effective rate of interest is 7%.

The equity component of the convertible loan notes is considered nil. The 7% convertible loan notes classified as debt are redeemable upon the holder's request at any time by notice in writing.

 

The convertible loan notes were redeemed in full on 05 September 2022.

9
Share-based payment transactions
Number of share options
Weighted average fair value price
2022
2021
2022
2021
Number
Number
£
£
Outstanding at 1 January 2022
353,503
195,000
0.20
0.69
Granted
-
0
183,503
-
0
0.34
Expired
-
0
(25,000)
-
0
0.52
Outstanding at 31 December 2022
353,503
353,503
0.20
0.52
Exercisable at 31 December 2022
-
0
-
0
-
0
-
0
MAXWELLIA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 9 -
10
Called up share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.1020408p each
1,825,214
1,825,214
1,862
1,862
A Ordinary shares of 0.1020408p each
1,000,000
1,000,000
1,020
1,020
B Ordinary shares of 0.1p each
4,319,895
2,031,927
4,320
2,032
7,145,109
4,857,141
7,202
4,914
11
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2022
2021
£
£
68,508
87,192
12
Related party transactions

At the balance sheet date the director A Maxwell owed the company £Nil (2021 - £48 owed by the company).

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